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Interagency Agmt with ACHD for Utility Project Cooperative Development INTERAGENCY AGREEMENT BETWEEN THE ADA COUNTY HIGHWAY DISTRICT AND THE CITY OF MERIDIAN FOR UTILITY PROJECT COOPERATIVE DEVELOPMENT "2 rt.) rIS INTERAGENCY AGREEMENT is made and entered into this day of iaAv , 201,0by and between the Ada County Highway District, by and through Board of Commissioners (hereinafter referred as the "District"), and the City of Meridian, by and through its Mayor and Council (hereinafter referred to as "Meridian"), both parties being bodies politic and corporate of the State of Idaho. The purpose of this memorandum is to enable Meridian and the District to best serve their respective customers by defining a cooperative coordination process between Meridian and the District to: 1. evaluate Meridian's proposed utility projects within the District's right-of-way; 2. determine the need for pavement restoration, road reconstruction, and other road improvements; 3. develop project scope, schedule, and cost share responsibilities; and 4. secure budget and execute projects. RECITALS WHEREAS, Meridian has a responsibility to construct potable water, sanitary sewer, and recycled water infrastructure ("utility infrastructure") to serve existing and new customers within the Meridian area of impact; and WHEREAS, the utility infrastructure, in many cases, is located within roadways which do not meet District structural standards and are in need of resurfacing or reconstruction; and WHEREAS, simply patching the pavement area within the trenching limits is costly but does not improve the quality of the existing road structure; and WHEREAS, the District is also responsible to maintain drainage facilities and irrigation crossings within the right-of-way; and WHEREAS, replacing the entire roadway section to the current standards and addressing drainage and irrigation crossing issues is more expensive initially, but in the long term is much less expensive and much less disruptive to the tax payers and to the residents in the area; and WHEREAS, the District will save money in maintenance costs for the roadway once it is reconstructed to current structural standards; and WHEREAS, in those cases where the existing roadway, drainage, or irrigation crossing structures are substandard, it is desirable for both Meridian and the District to jointly cooperate and fund projects that address all of these concerns. NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements-herein contained, the parties hereto agree as follows: Page 1 of 8 1. NOTIFICATION OF PROPOSED PROJECTS: Each year, prior to November 30, Meridian will provide to the District information on utility projects proposed for construction the following fiscal year. For each proposed project, Meridian will provide a description including scope, project limits, approximate depth and location of utility infrastructure, and other pertinent information. 2. DISTRICT EVALUATION OF PROJECTS: Within thirty (30) working days following project notification, the District shall evaluate the proposed projects. The evaluation shall include the following: A. Pavement Evaluation: The District shall perform a field inspection including excavating through the existing pavement, and determining existing base and sub -base thickness. Based upon a field observation of the pavement condition by the District, the Qistrict shall make a determination of whether full -width pavement restoration is appropriate and what base and sub -base section should be installed during the project. B. Drainage and Irrigation Crossings: The District shall perform a field inspection and appropriate research to determine if any drainage improvements or irrigation crossing improvements are needed or anticipated. C. Chip Seals, Overlays, and "No Cut" Areas: The District will identify whether the affected roadway has had a recent chip seal, overlay, new pavement, or other surface treatment, and how it will expect the pavement to be restored and paid. Additionally, the District shall recommend how long the project could be postponed to avoid restoration of a chip seal, new pavement, or other extra expense due to a road cut moratorium. 3. UNPLANNED PROJECTS: The District and Meridian recognize that despite planning efforts, some unplanned projects occur. Projects that are not planned a year in advance as contemplated above and need to be constructed in the same year they are identified will follow the same process but be expedited as much as possible. 4. PROJECT COORDINATION AND COST SHARE: After evaluation of proposed projects, Meridian and the District shall meet to coordinate the schedule and cost share of each project. It is envisioned that this will be accomplished at the regular quarterly meeting and before the end of February following project notification. This meeting will result in a final determination of the design and construction scope of each project and staff agreement on cost share. For projects where no additional road work has been identified by the District, staff shall agree on how to address cost share for extra road construction work due to site conditions unforeseen by the District's evaluation. This is by project and may simply refer to the ISPWC and the District's supplements. Page 2 of 8 5. BUDGETING FUNDS: After project scopes and cost shares have been agreed to, the District shall request adequate funds during its budget cycle to allow it to participate as planned. The District shall notify Meridian immediately if the budget approved is less than requested or appears to be inadequate to participate in Meridian's projects as planned. 6. ROADWAY PROFILE: If full -width paving is determined to be appropriate by the District, Meridian shall survey a profile of the roadway centerline and the edge of pavement and shall provide the information to the District to make a determination of the need for modification of the pavement profile. If roadway profile modifications are needed, the District shall provide Meridian, within a mutually agreeable time frame, a design for the roadway profile to be included as a part of the construction project. 7. PLAN AND DOCUMENT REVIEW: Meridian shall forward the plans and documents for review and approval by the District as agreed to during project scoping. Some projects may require a different level of review than others. Unless otherwise approved by Meridian, the District review of the plans and documents shall be completed within ten (10) working days of receipt of the plans. 8. UTILITY NOTIFICATION: For projects requiring full -width paving, the District shall notify other utilities of the project schedule and limits to allow for repairs and upgrades and new construction prior to bidding the project for construction. A. If other utility- companies participate in the paving costs, the revenue will be equally shared between the District and Meridian. 9. DESIGN AND BIDDING DOCUMENTS: Meridian shall be responsible for preparing the design and bidding documents for the projects and shall include within the bidding documents the recommended gravel base thicknesses and any roadway profile design modifications designated by the District. The bidding documents shall be structured such that the full -width pavement, including 3/4 inch minus gravel leveling course, is a separate bid item and the gravel base and subgrade stabilization (soft spot repair) are separate bid items. Meridian shall solicit, receive and open bids for the project in compliance with all state and local laws. Page 3 of 8 11. AWARD OF CONTRACT: For cost share projects, Meridian shall furnish the District with an abstract of all bids received and obtain the District's input regarding Meridian's recommendation for award of the contract prior to making such award. Award shall be made to the lowest responsible bidder pursuant to State law and Meridian's purchasing policies and procedures. In addition, Meridian shall provide an updated estimate of the District's share of the costs for the project based upon bids received. Following concurrence of the District, Meridian shall award the contract. Projects for which no cost share has been identified shall proceed with award of contract without input from the District. 12. INSPECTION: Meridian shall be responsible to provide the inspection for the installation of all Meridian utility infrastructure installed under the contract, including trench compaction and testing up to one foot (1') above the pipe zone. The District shall be responsible for providing the trench compaction testing for the utility infrastructure from one foot (1') above the pipe zone to the subgrade of the roadway section and for facilitating all retesting required in the area that does not meet contract requirements. The District shall also be responsible for the inspection and approval for the roadway reconstruction. The District shall be responsible for all inspection for storm drainage, irrigation crossings and other items for which it is paying. 13. SURVEYING: For full -width pavement restoration projects, Meridian shall be responsible for the construction staking for the roadway restoration in accordance with the design plans. In the event a redesign of the roadway section was not provided by the District, Meridian shall provide grade stakes for center line and edge of pavement to the same elevations that existed prior to the project. 14. MONUMENT REPLACEMENT: Meridian shall provide for the reference and replacement of all existing survey monuments within the area of the utility infrastructure trench. The District shall be responsible for the reference and replacement of monuments that are not disturbed during the utility infrastructure installation, if necessary. 15. OTHER UTILITY ADJUSTMENT, RELOCATION AND REPLACEMENT: Unless otherwise agreed to, the District shall be responsible for facilitating any adjustment, relocation or replacement of other utilities affected by the.street reconstruction beyond the utility infrastructure trench limits. This requirement, however, does not relieve the other utilities from being responsible for the cost should the District negotiate or require such adjustment, relocation or replacement. 16. CHANGE ORDERS: Meridian shall consult with and receive approval from the District prior to initiating any change orders which affect the District's costs or the District's intended roadway design. Page 4 of 8 17. BILLING AND PAYMENT: Unless otherwise agreed to, following completion of the cost share projects, Meridian shall bill the District for the District's share of the project costs. The District shall, within forty-five (45) days of receipt of the billing, reimburse Meridian for the District's share of the project costs. 18. PROJECT WARRANTY: Meridian shall require payment and performance bonds for all work completed under cost share projects and shall be responsible for conducting a two (2) year. warranty inspection prior to the expiration of the bonds. District concurrence of the acceptability of the construction will be required prior to release of the bonds by Meridian. Following the two (2) year warranty period, the District shall be responsible for any failures as a result of trench settlement or pavement deficiencies. Meridian shall be responsible for any failures due to the Meridian utility infrastructure construction deficiencies. 19. CHIP SEALING TYPE "P" SURFACE REPAIRS: In the event that full -width restoration is not needed or required and Type "P" surface repair is constructed as a part of a utility infrastructure project, the affected area may be chip sealed by the District during the next scheduled chip sealing season. If the road has been chip sealed within two (2) years of the utility infrastructure construction, Meridian may be required to pay the District to re -chip seal the affected area at the current chip seal pricing provided by the District. In this case, the District shall measure the affected area and bill Meridian for the cost. In the event the road has not been chip sealed within two (2) years of the utility infrastructure construction, the District shall not seek reimbursement from Meridian. 20. MISCELLANEOUS: A. This Agreement contains the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and no party shall be liable or bound to the other in any manner by any representations, warranties, covenants or agreements except as specifically set forth herein. B. This Agreement may not be enlarged, modified, amended or altered except in writing signed by both of the parties hereto. C. All signatories to this Agreement represent and warrant that they have the power to execute this Agreement and to bind the agency they represent to the terms of this Agreement. Meridian's commitment to fund any particular project is contingent on annual budget approval by the Meridian City Council and is based upon the availability of public funding under the authority of its statutory mandate and the Idaho Constitution Art. VIII, § 3. In the event that public funds are unavailable and not appropriated for the performance of Meridian's obligations under this Memorandum of Understanding, Meridian shall promptly give written notice to the District of the unavailability and non -appropriation of public funds. Nothing in this Agreement shall be construed to be an indebtedness or liability in violation of the Idaho Constitution Art. VIII, § 3. Page 5 of 8 D. Should either party to this Agreement be required to commence legal action against the other to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs incurred in said action. E. Any action at law, suit in equity, arbitration or judicial proceeding for the enforcement of this Agreement shall be instituted only in the courts of the State of Idaho, County of Ada. F. This Agreement shall be binding upon and inure to the benefit of the personal representatives, heirs and assigns of the respective parties hereto. G. This Agreement shall remain in full force and effect until either party states, in writing to the other party, its desire to terminate the Agreement, in which case the Agreement shall be considered terminated. However, any projects in progress which have been bid and awarded prior to the date of the request for termination shall continue to be subject to the terms of the Agreement. H. In accordance with Idaho Code § 67-2332, the purposes, powers, rights and objectives of each of the parties are as set forth in the Recitals above. Each of the Recitals above is incorporated into the body of this Agreement. I. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of Idaho. J. The promises, covenants, conditions and agreements herein contained shall be binding on each of the parties hereto and on all parties and all persons claiming under them or any of them; and the rights and obligations hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns. K. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. L. The failure of a party to insist on the strict performance of any provision of this Agreement or to exercise any right or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such party's right to enforce any provision or exercise any right. No acknowledgments required hereunder, and no modification or waiver of any provision of this Agreement or consent to departure therefrom, shall be effective unless in writing and signed by DISTRICT and MERIDIAN. M. The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. N. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same. O. The parties hereto agree that nothing herein contained shall be construed to create a joint venture, partnership or other similar relationship which might subject any party Page 6 of 8 to liability for the debts and/or obligations of the others, except as otherwise expressly agreed in this Agreement. P. This Agreement is not intended to create, nor shall it in any way be interpreted or construed to create, any third-party beneficiary rights in any person not a party hereto. Q. All parties have been represented by legal counsel, and no party shall be deemed to be the drafter of this Agreement for purposes of interpreting an ambiguity against the drafter. R. Time shall be of the essence for all events and obligations to be performed under this Agreement. IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day and year herein first written. ATTEST: ADA COUNTY HIGHWAY DISTRICT fl(4 BY: By: ///moi ce Wong --9jJim D. Hanscn rrE. rap Ahon" Direc or President, Board of Commissioners ATTEST: TY OF MERIDIAN t. C �qq By: • !-6--At - , Lei Jayc L. Holman Sim ;` a 4 de Wee" ti City Clerk , <,`°.,/May• Page7of8 STATE OF IDAHO ) ) ss. COUNTY OF ADA ) 6, vd On this _____3_____ day of F24"-Ct k , 201.8; before me, the undersigned, personally appeared 4S6, - , : • . c RUCE WONG, President of the Board of Commissioners and Director �respec:ively of the ADA COUNTY HIGHWAY DISTRICT, a body politic and corporate, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same for and on behalf of said body. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. 0,0a0.11.44,,, ,# f SPENC ;'• -1:, -4 4 hAilt ilkleita u„ ,,• s Notary P ,bl'- r Idaho e`N. 4. Residing at f$ ./ , Idaho '•.,• •'•.•�U•••,•'`O•••• My Commission expires: _esAugust 13,2019 STATE OF IDAHO ) ) ss. COUNTY OF ADA ) . olb On this day of 'WhLk_a , r20-1.8; before me, the undersigned, personally appeared TAMMY L. DE WEERD a,\d JAYCEE L. HOLMAN, Mayor and City Clerk respectively of MERIDIAN CITY, a municipal corporation, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same for and on behalf of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.4 0 • .. • I. ...._ •• ►,4.Os ;• 0; iab_cal....._ � • • ► i • • P. • • � 1010, Notary Publicfor Idaho ••• 9 6F`r. .' Residing ate�� , Idaho My commission expires: \ ,L.4 1 'D.cqo Page 8 of 8